The Rise of Venom
by sexysymbiote
Summary: What if Spider-Man kept his venom? What if he became obsessed with power? Check this out! She Venom or Carnage may born in the later chapters. Chapter 1 to 9 are published. NOW FINISHED! This is my first fanfiction, so please give me reviews and ideas. I may think of writing a sequel, and if time allows or enough positive reviews from you, I may consider to write more. Thanks!
1. Chapter 1

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 1

In the dark of the night, Peter Parker, a.k.a. Spiderman, was wearing the black suit. He was standing next to a bell in a church. Suddenly, he punched the bell and the bell rang loudly. The suit of his came loose, but still it desperately clung onto the body of him. Peter knocked on the bell again, even harder this time. The black suit almost got off him. Peter Parker was exhausted, and he felt weak after losing the power given by the black suit. The black suit formed into a large puddle of black goo and it stretched a few tentacles, wrapping them around Peter's leg.

The symbiote reached out to Peter telepathically, "Why do you leave me? I granted you power, I gave you everything!"

Peter resisted the thought and replied," No! You gave me power, but you twisted me! You make me kill, you make me become violent, and all of these are against my original wishes!"

The symbiote said," But without me, how can you be able to date Mary Jane? Mary Jane may even love to have a symbiote … as a pet!"

He was surprised," What?!"

The symbiote said, "Yes, embrace me once again, you can become powerful again! You may continue defeating villains, and continue to impress Mary Jane!"

Peter felt weak and he continued to think. At last, he decided not to abandon the symbiote. The symbiotic goo now stood up, as a huge slimy goop of alien, with a white spider-like symbol on its chest. Peter walked towards the alien and wrapped the alien with his hands. The alien covered up his body and formed a black cocoon. Peter Parker, bonding with the alien, screamed inside the cocoon hysterically," Yes, this is it! This is what real power feels like!"

Peter Parker, inside the suit tried to control the thought. "Why I was so obsessed with power just now? I should not care about that. I just need to help people." The suit responded telepathically," No, power can give you everything. If you don't have power, you can't protect your loved ones, such as Mary Jane." Peter just shrugged his shoulders and said," Fine."

A while later, Peter came out of the cocoon. He was now wearing a suit similar to his previous suit, but this one had a large white spider-like symbol on his chest. His teeth were now as sharp as steak knives, and his muscles became more toned. He felt he became tougher, and much more powerful. He smiled hysterically and green saliva dropped down on to the floor. It gave out a hiss sound as his saliva ate through the floor. He then shot out a tentacle and swung himself towards his home and his wife, Mary Jane. He said to himself," I gotta be home right now. She must be worried sick."

On the way towards his home, he saw a dark body running through the streets. It was agile, but swarms of police officers with cars and motorcycles were closing behind. Soon, it was surrounded by the police.

"Don't run! You can't escape! We are going to arrest you because you rob the National Bank! Tell us where you hid the money!" A police officer said through his microphone.

Without hesitating, Peter shot out a black webbing towards the dark body and yanked. The body flew mid-air and landed next to Peter. It turned out to be Felicia Hardy, a.k.a. Black Cat, who was also Peter's former lover.

Venom said," Hey, why have you been stealing? Where did you hide the money? You should hand it back..."

Peter Parker inside the Venom suit, wanting to continue his sentence, but the symbiote just simply said," Shut up, don't be a coward. I know you want her body, then take it! Do what I said, for God's sake." Peter hesitated, and the symbiote said," I will have no choice but to bring out your dark side." The symbiote then started to alter his motions, making him more aggressive and evil.

Peter who was now evil, cackled, then he said," Won't you start thank me, Felicia?"

"Thanks for saving me, Peter. Whoa, what are you wearing? It's very cool. May I have a look?" Felicia asked.

Peter said in a flirty tone, "Of course, but this comes with a price."

Felicia blushed, "What do you mean?"

Peter laughed while closing on Felicia, "You know that. Now, do you want to do that yourself, or I do it for you?"

Felicia hesitated. Peter smiled and sent out a few tendrils of symbiote towards Felicia. The symbiote slowly undress the Black Cat, revealing her perfect body. Felicia then walked towards Peter.

Peter walked towards Felicia as well. Peter held Felicia's body, while kissing her lips, their tongues swirled together as they shared a compassionate kiss.

"Wow, that's really a great kiss." Felicia said.

"Not even close." Peter answered. Peter suddenly pushed Felicia into the symbiote goop, and she struggled in the black liquid.

"Embrace it. You said you want to have a try, this is it!" Peter said as he watched the bonding of Felicia with the symbiote.

Felicia gave in and bonded with the symbiote. The symbiote covered her whole body as a skin-tight black suit that was identical to Peter's. She started moaning in ecstasy as the symbiote was perfecting her body, pushing fats from the waist of the Black Cat's into her breasts and ass. She became more toned and muscular, but yet, very sexy and feminine. Her body was perfect.

The symbiote soon started to leave Felicia and it re-bonded to Peter. Peter formed a huge cocoon and he walked inside, while holding Felicia's body. They started to make love while the symbiote bonded with them. Moans and yells could be heard outside the cocoon.

An hour later, Peter retrieved the symbiote and said," It's time I got to leave. We will continue next time, won't we?"

"Of course, Peter." Felicia said as she left and soon she was gone.

"Where should I go? Yes, I am going to get my girlfriend to see my newborn power! Hahahahaha..." Then he swung away, towards his home.


	2. Chapter 2

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 2

Peter swung back to home. When he arrived, he saw his girlfriend, Mary Jane.

Peter said," Hey! I'm home now."

Mary Jane said, "Why are you so late, tiger?"

The symbiote said to Peter," Lie to her. She doesn't need to know what just happen." "Oh, please shut up, I will just talk" "Fine."

Peter then said to Mary Jane," Oh, I have some work to do, so I'm a bit late. Sorry!"

Mary Jane sighed," Don't overwork myself, Peter. It may harm your body. By the way, when was the last time we made love?"

Peter thought for a while and said," About three months already."

Mary Jane smiled and said," You did a lot of work today, I assume. Go to my room, Peter. I may help you relax."

They both went into the room. Peter changed into his black suit and told Mary Jane," I haven't got rid of the black suit, MJ." Mary Jane was surprised. "What?! You haven't got rid of it." "Never mind. Oh, aren't you saying you are giving me pleasure? Quick, tick of your clothes and lie on the bed." Mary Jane obeyed. Peter then retracted the symbiote and he sat on the bed, looking at the red-haired beauty taking off her clothes. Mary Jane was magnificent, her breasts were supple and squishy; her waist was slim; her ass was round and sexy. She was even more attractive than Black Cat.

Peter then summoned strands of symbiote to wrap around Mary Jane's wrists and body. They levitated Mary Jane on the bed and Peter sat on her. Peter first shared a long, passionate kiss with his girlfriend, and then he held her breasts. He even played with her nipples, making Mary Jane hum and smile. He then put his cock inside Mary Jane's pussy and fucked her hard. Just then, he felt a strange sensation in his dick.

Suddenly, some tar-like black-colored substance gushed out of his dick! It entered Mary Jane through her vagina and came contact with her blood. The black goop turned into black-and-red upon contact with her blood, and it travelled around her body, starting the bonding process. Mary Jane was scared and she screamed. She touched the symbiote. It gave out a strange sensation. It felt like liquefied latex that was alive and could move.

Peter contacted the symbiote telepathically," What's that? Is it another symbiote?"

The symbiote replied," Yes, that's my offspring, Carnage. Symbiote are always black by default, but if they come in contact with their hosts' blood, they become black-and-red and become more powerful."

The black-and white symbiote now travelled down to the hips of MJ. Then, it forced its way inside her asshole. It entered her uterus and it travelled upwards. Her skin was changing as well, the symbiote wrapped around her waist and back animalistically, covering her white, pale skin. Soon the symbiote arrived to her breasts and covered up the boobs, while in the inside, the red-and-black goop entered the breasts and expanded, turning her breasts into full D-cup breasts. Also, the symbiote pushed the fatty meat from her waist and forced it towards her ass and breasts. The symbiote on the outside now covered up her arms and hands as well, giving her clawed hands. Suddenly, a strand of symbiote rushed out from her breasts. The symbiote was then sticking onto the walls and ceilings, dripping down onto MJ, with every drop turned into tentacles when it hit MJ's bare skin. The symbiote from the outside forced its way into its host's mouth and nostrils, connecting with the symbiote of the inside. The part of the symbiote that was traveling on her back already approached her head, but it did not cover her fiery, yet silk like, red hair. MJ was now a woman in an ever-changing, black and red suit, sitting in the middle of a puddle of symbiote. The symbiote around MJ leaped up and formed a cocoon, trapping her inside. In the cocoon, the symbiote toned her ass and muscles, giving her powers and strength. Inside the Carnage suit, Mary Jane just felt intense pleasure as her breasts and ass were modified by the symbiote. She moaned as her muscles strengthened. She just felt like she was being pushed and pulled in all sorts of directions. She heard a giggling sound behind her ears. At the meantime, Peter was looking at the transformation of his girlfriend. It was a pleasure to him.

After a while, the cocoon broke apart. Out came was a woman with a skintight, black-and-red suit, with flowing red hair. Her breasts and ass were big and were round, but it was not droopy. Her abs and muscles were tightly packed, but yet they were extremely feminine. She was now the perfect combination of extreme sexiness, beauty and strength.

The woman said," Hey tiger, I'm back! By the way, I am not MJ anymore. I am now…She-Carnage!"

Then, she retracted her mask. It was indeed MJ inside, and she shared a kiss with Peter. Peter summoned back his symbiote, while holding hands with She-Carnage, walking out of the door, ready to cause mass havoc.

* * *

At the meanwhile, on the other side of the Earth, a meteor was found crashed on the ground. Something liked some sticky goo came out. It had a silvery colour and it moved. After that an aircraft came and 5 men came out. They were wearing some kind of hazmat suits. They put the ooze into a jar and screwed it shut. Then, they put it inside the aircraft and took off.

* * *

What's happening? You will have to read to find out.


	3. Chapter 3

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 3

Just when they were about to leave, Peter bonded with the Venom suit fully and he said," Yes! We're now… Venom!"

She-Carnage was delighted and said," Wow, you seem to become even stronger, now let's start out fun!"

MJ, a. k. a. She-Carnage, and his boyfriend, Peter, a. k. a. Venom, went out. There were lots of people on the path next to them and they went there and starting to kill them. She-Carnage turned her hands into scythes and decapitated their heads. Venom stabbed the terrified people with his clawed hands. He ripped open their stomachs and pulled out their intestines. It was a slaughter. They were soon surrounded by corpses and blood.

Suddenly, a corpse lying next to She-Carnage moved. It started to crawl towards the end of the path. She-Carnage immediately held the corpse with her tendrils, looking at the face. It was a man and it just survived the slaughter that happened before and he wanted to escape. She-Carnage retracted the mask, revealing her face. The man recognized her and exclaimed," What the… what happened to you, Mary Jane?" MJ answered, "I just got this Carnage suit and do you think it looks nice, Mr. Thomas?" Mr. Thomas was terrified and he said, "You look great, of course, but can you let me live? I'm just your neighbor and I didn't do anything that offend you." MJ said," Too bad, you are just in my way of carnage." She kissed his cheek, and whispered," Goodbye." Her tendrils then bored right through Mr. Thomas' body and he screamed in agony.

When Venom saw the scene, his conscience found him and Peter in the suit thought, " Why am I doing this? I shouldn't be that violent. Why should I kill all of them? They didn't do anything wrong."

The symbiote sensed Peter's guilt and it replied, "No, it's their fault! We, being the ultimate organism, deserves to be ruling them all! We are powerful, their destinies should be decided by us!""

"No! I am just Peter Parker and I am just an ordinary man! This is my girlfriend, Mary Jane! She won't be this violent! I have got to stop her."

" No, you won't." The symbiote then shut up his conscience and summoned the evil side of Peter again. "There is nothing but Venom!" Peter said to the symbiote telepathically, and it replied," Great."

Venom then came close and started eating ' brain. Soon, the screaming stopped. "Let's have a ride, She-Carnage." He said to his lover. She-Carnage replied," Good idea." Then, Venom lifted up She-Carnage and held her in front of his chest and She-Carnage put her hand under his shoulder and on his back. Venom shot out a black tendril from his wrist and started to swing around the city, causing chaos wherever they landed.

When they landed in lower Manhattan, police officers surrounded them with police cars. They called in the military and tanks soon arrived. Soldiers were armed with assault rifles, holding them at gunpoint. Venom put down She-Carnage and shouted," Come on, I'm not afraid of your guns. Shoot me!" All the people with guns opened fire. It hit Venom and She-Carnage, pieces of symbiotic goo were shooting at all sorts of direction when the bullets hit them. But they returned back to their hosts body almost instantly. They were still in one piece, and inside their suits, they were not even hurt.

Venom cackled, "Is that all you've got?" Then he charged forward, kicked at one of the police cars, it flew backward and hit a crowd of police officers. A tank opened fire on him, but with the enhancement agility, reflex and speed of the Carnage suit that gave to his host, She-Carnage was able to catch the round of high explosive with her black-and-red webbing and redirect it into a crowd of soldiers. Soon, there was a loud bang and a fireball rising high into the sky. She-Carnage then turned her hands into scythes and she rushed into a crowd of police officers. She disemboweled all of them, and Venom beat down the rest of them. The whole police force and military that surrounded them just now perished. What's left were their bodies and blood.

Out of the blue, a spaceship landed in front of them. Inside were the Avengers. There were Captain America, Ant-Man, Thor and Iron Man. When Captain America came out of the spaceship, he immediately threw his shield onto Venom and She-Carnage, trying to slice them into halves. Venom was too fast to him, he simply shot a webbing at the shield and redirect it, slicing Ant-Man in half. She-Carnage then pounced forward and knocked down Captain America, she then raised her clawed hands and forced them into his neck. Thor summoned a lightning to hit She-Carnage, but Venom rushed towards him, forcing Thor to turn to him, in order to stop him summoning the lightning. Thor was too busy fighting with Venom; he didn't notice She-Carnage was behind her. She climbed on him and snapped his neck. He fell down to the floor, dead before his head hit the ground. Suddenly, a piercing noise rushed into She-Carnage's ears, trying to separate her from the symbiote. She turned around and saw Iron Man holding a sonic blaster, and she knew the cause. She knew that symbiotes were vulnerable to loud voices, but she could do nothing about it. She could just lie down on the floor with her symbiote, writhing in pain.

* * *

On the meanwhile, the aircraft carrying the goo landed. A team of men came out of the aircraft and pressed their hands on a rock. An underground passage was then revealed next to them. They brought along the jar of goo and went inside.


	4. Chapter 4

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 4

She-Carnage writhed in pain, pinned down by the sound barrage. Iron Man said, "Surrender and stop killing people." Soon, the Carnage symbiote couldn't stand it anymore, it started to weaken and retreat. Iron Man then came forward and shot out a grapple hook and it clung onto Mary Jane's right arm. He started to tug on Mary Jane and pull her out of the Carnage symbiote. She was now half-naked, revealing her beautiful, naked body, with tendrils and patches of symbiote still desperately clinging to her. Mary Jane wanted to climb back to her symbiote, but she couldn't as Iron Man held her.

Venom was furious. He started to walk towards Iron Man, but the Venom symbiote was starting to leave him by the sound barrage. The symbiote was weakened, and the nice side of Peter resisted, hoping to gain his control to his body. He started to rip off the symbiote on his neck and head, revealing his face, and started pulling his second skin away on his arm. It was very painful to him, but Peter said to himself," I don't want to kill anymore! You bastard, leave my body!" His left hand was now fighting his right hand, his left hand trying to peel the symbiote while the right hand wanting to grab his left hand. Iron Man was astonished to see a host fighting off a symbiote, and he said," I will help you, Peter! Go for it! Fight the symbiote!"

But the resistance did not last long. The symbiote covered his head again and regained control. It turned Peter's personality again, completely this time, and his conscience would never be back, even if the symbiote was gone.

Venom was livid. He walked into a ruined shop and picked up a large bottle of orange juice and flung it towards Iron Man. The bottle of juice broke apart upon contact with the sonic blaster. The juice seeped down and sabotaged the delicate internal parts of the machine. The sound stopped immediately. Venom re-bonded itself and rushed towards Iron Man, knocking him out. He fell down on the floor, dead.

Mary Jane soon climbed back to her mass of symbiotic goo. She threw up her hands and lay on top of it. The black-and-red symbiote sprang up to life, latching itself around Mary Jane. It wrapped itself on her chest and breasts then moved forward to her vagina, soon it reached her neck and it flowed around to her back. It covered up her shoulders and ankles, then it moved up to her neck and her forehead, soon it covered her entire face and the female creature roared," Yes, She-Carnage is back!"

Venom said to She-Carnage, "You go back home first, I need to finish some other business. You can wait for me, you can also create some chaos on your way back home." "Sure." She-Carnage replied. She then shot out a tendril and flung herself away. Venom said to himself," Now, why don't I have some fun as well? I shall meet Felicia."

Venom then swung himself into mid-air. It didn't take him a long time to find Felicia. She was lying on the roof of a house. She was surprised," Why, you're back! What brings you here?"

Venom replied, "Your body." Felicia blushed. She said, "Ah, you want have a look with my boobs again. Alright we shall have the experience again. Take off your suit, Peter, I need to have a try on it." Venom's chest was soon opened and tendrils were flying midair, next to the hole which appeared on the chest. Felicia was also taking off her suit as well. Peter walked out of it and his former love went in, the tendrils then latched with the others and trapped Felicia inside. It then narrowed and turned itself into a skintight suit for Felicia. A feminine version of Venom appeared in front of Peter, identical to the original Venom suit, but there were two breasts instead of where the chest should be. The waistline was also shorter than that of the original suit, but the ass of it was larger than the original one. The mask of the Venom then opened. "Wow, I feel great in there. I just wish to have a symbiote." Peter ordered his symbiote," Come back to me, Venom." The suit soon melted into a puddle and bonded with Peter. Venom then said, "You want a symbiote, so be it." He howled and a piece of his suit fell off. But Peter was still remaining in the suit. "My spawn, spread out at Felicia." Venom ordered. The piece of symbiote then latched on top of Felicia and spreading its tentacles along her body, starting at her feet. It climbed onto her ankle and spread along her legs and knees. It soon reached her stomach, and it reached her ass as well. The symbiote forced itself into her ass and she screamed with pleasure. It covered her boobs and her back, soon reaching her neck. It then wrapped her whole face. Felicia cackled with pleasure," She-Venom is born!"

She was now a female creature with a black skintight suit from head to toe, and with flowing white hair stretching from her head and towards her waist. Peter retracted his mask and Felicia did this as well, and they shared a kiss. They retracted themselves into their human forms and they lay on the floor, fucking each other. Peter grabbed Felicia's tits while she licked Peter's dick. She moaned as the pleasure was so intense for her. A while later, they stood back up, and bonded back to their own symbiotes. They then had a goodbye kiss and flung away.

On the meanwhile, when She-Carnage was flinging towards her home, she saw two black figures standing on top of a roof, one of them was a male and the other was a female. She hid nearby, looking at them carefully.

* * *

What will happen if She-Carnage found out Venom had another girlfriend? Let's find out that in the next chapter.


	5. Chapter 5

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 5

On the other side of the Earth, the team of men went underground and it was like a laboratory and cell compound. The men opened the jar and out came the silvery ooze. They poured it into a cup and it was sent to another machine, in which the ooze was being experimented. Suddenly, one of their walkie-talkie rang. "Soldiers, have you retrieved the symbiote from the crash site?" One of the men answered," Yes, sir. This symbiote is the strongest of all we have recorded, and we found something special about it. It is immune to sound!" "Good. Then we will start our plan to take down SHIELD! May Hydra long live." The radio went silence.

After a while, the men finished testing the symbiote. They put the symbiote into the jar again and walked towards a cell. Inside was a woman, naked, and with handcuffs holding her hands and legs, made sure that she couldn't escape from the cell.

"Oh well, Miss Gwen Stacy, it's time for you to leave this place." One of the soldiers said. He opened the cell door and opened all the chains with a key, and he pulled Gwen out of her cell. Two soldiers then grabbed her soldiers and led her to a room, with a window that was inches-thick facing a corridor. She was thrown into the cell. A soldier announced with a speaker," Here is our first experiment. Applicant Number One, please be ready to retrieve a symbiote."

Gwen was terrified," What, a symbiote? What's that?"

The soldier said with the announcer spoke again," You don't need to know, Miss Gwen Stacy. Here's the symbiote." A hole appeared on top of the ceiling and it dropped onto the floor of the room, with Gwen. The hole then closed up, leaving only Gwen and the symbiote there.

Gwen backed and she slipped down on the floor. The ooze slowly climbed on top of her, crawling over her naked feet, and soon it reached her torso. She struggled and tried to pull away the symbiote, but with no avail. The symbiote crawled on top of her breasts and enveloped her body. It reached her neck and soon it covered her entire body, with her hair as well. She was covered by the silvery symbiote, and where her hair should be being now a mass of writhing symbiotic tendrils, flowing from her head to her waist. The symbiote then started to change her inner parts of her body. Symbiotic goo was forced through her nostrils and mouth and went deep until reaching her lungs. Ooze of symbiote was forced inside her vagina as well, and it stretched upwards until reaching her breasts. It gave her immense pleasure, and she gave in to the symbiote. She was much more muscular and slim, while her breasts and ass became much bigger. The soldier said, "We offered you something like this, then you will now be helping us take down SHIELD. Do as what you are told." Gwen hesitated, and said," No! I won't do this! I am not a villain like you!" The soldier pressed a key and a huge flame engulfed the whole room. But it did not work out and she remained standing. "What! I thought symbiotes were vulnerable to sound." The symbiotic woman was agitated and she walked next to the window and punched straight through it. She started to climb out of the room. The soldiers immediately pulled out assault rifles and tried to take her down, but bullets simply ricocheted against her body. She sent out a few tendrils and knocked them down, but a soldier took out a large missile launcher, with a few Javelin missiles. He launched all of them to her and she was knocked down and crashed into a few vats of chemical. The soldier sighed, "I am having luck. She won't survive long in the Sulfuric Acid. There should only be bones in the tub now." Then he walked away.

Meanwhile, inside the tub, the symbiote was starting to be eaten by the acid, but it evolved and continued to strengthen the human inside it. But some of the acid went through the symbiote, altering its genetic codes. After a while, a feminine figure came out of the tub. She was a woman that was wearing a silvery skintight suit, with ever-changing lines of purple and blue spreading across her body. Hair-like tendrils extended from her head until her waist. Her muscles became tougher and the lines of her body was perfect. Her breasts were now a full DD-cup and her ass was round and fat, but her waist was extremely slim. She retracted her mask and revealing her face and she walked towards the soldier.

The soldier was surprised," What the… how come you survived the acid?"

Gwen, inside the suit, cackled." Do you think I am beautiful? Let's play a game, shall we? You fuck me hard, you will survive. If you don't, you will die immediately. Do you understand?" The soldier nodded. The corrupted Gwen continued," Now let the game begin." She requested the symbiote to leave her, and she started to fuck with him. The soldier took off all his clothes and started to put his head onto her breasts. He hesitated and Gwen simply held his hands and forced them onto her breasts. The soldier then caressed her breasts, and forcing his dick into her asshole. Gwen moaned in ecstasy as she felt the pleasure.

"You did a great job, soldier. Now, do you want a share with my symbiote?" The soldier nervously nodded. The symbiote then threw itself on top of him, but he screamed as the symbiote bonded with him. The sulfuric acid in the alien made it corrosive to all except the compatible hosts. The soldier was soon melted and he was soon a puddle of human flesh and blood. The symbiote then returned back to Gwen. It wrapped itself around her legs animalistically and enveloping her with its symbiotic mass. The symbiote covered Gwen wholly and enveloped her face as well this time. The creature then screamed," I am Anguish! You shall all fall down before me! I will take down SHIELD!"

She then reached out onto the land as she ran into nowhere.


	6. Chapter 6

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 6

Back to New York, She-Carnage saw her boyfriend fucked with another woman. She was extremely agitated. She immediately swung herself and landed onto the roof, standing next to Venom and She-Venom. Venom was very surprised and retracted his mask, "What the… She-Carnage, why are you here?" She-Carnage also retracted her mask and revealed her face, she was wanting to cry," Peter, why are you doing this?" "I'm really sorry, MJ." Peter said, but MJ was very disappointed and she cried, "Leave this woman immediately, or else, you will never be my boyfriend anymore." Peter started to hesitate, while She-Venom held her hands onto Venom's arm, and pleaded," Don't leave me, Venom. Please don't."

MJ was furious. She shot her tendril towards She-Venom and turned one of her hands into an axe, and she swung it into She-Venom's abdomen. She-Venom yelped," Help, Venom. Help me. Argggggh!" Venom wanted to go forward, but She-Carnage stretched out her arm and blocked Venom's way. She-Carnage said," If you want to continue our relationship, please leave her alone. I am your girlfriend. You should be on my side."

The wound on She-Venom's chest was fatal, she started to lose lots of blood. Venom looked at her, and then looked at his girlfriend again. At last, he said," I'm sorry, Black Cat. This is already my girlfriend. I can just leave you here, alone." "No!" She-Venom was dying, and the symbiote started to leave her. " She won't survive for long." She-Carnage concluded," Glad that you choose my side once again, Venom." She purred towards Venom.

Venom said," I am really sorry about betraying you. Can you forgive me?" "I have already done that. Now, let's go back home." She-Carnage then wrapped her hands on top of Venom while he shot out his webbings, flinging themselves towards their home.

After they left, the symbiotic spawn of Black Cat finally left her. A man then went up to the roof. "Oh, my goodness. That's a beautiful lady. She was naked. Maybe I can fuck with her." He walked towards Black Cat and threw his arms around her breasts and waists, Black Cat woke up and asked," Who are you?" "I am Cletus Kasady. Nice to meet you." He continued to caress the beautiful lady's boobs, but what he didn't notice was a black, symbiotic goo standing behind him.

On the other side of Earth, Gwen Stacy, a. k. a. Anguish, started off a killing spree. After leaving the Hydra base, she ran straightforward and soon she reached Washington. She first licked a pedestrian on his face and melted him, and then she rushed forward and stretched out her hair and grabbed other people on their necks. A policeman shot her with a pistol, but with no avail. She came towards him and stretched her tendrils around his clothes, and melted it, leaving only his naked, slender-built body. Inside the Anguish suit, Gwen commanded the symbiote to leave her hand, and it obeyed. She then lifted up the man with her bare hand, which was symbiote-free. She asked," Where is the nearest SHIELD base?" The man shivered and answered, "Going straight ahead, then turn left at Times street, you will then reach Base T32 of SHIELD." Anguish cackled, "Well, you helped me a great lot. Let me give you some pleasure." She then walked out of her suit and threw the policeman into the suit. It closed all around his body and inside the skintight suit, the policeman screamed. In less than three seconds, the symbiote melted the policeman. Gwen said," Well, that's quite some pleasure." She reached towards the puddle of silvery goop and it re-bonded with Gwen. Anguish then swung herself towards the SHIELD base.

Upon reaching the base, SHIELD agents immediately pulled out their guns and shot at their enemy. But it was no use. It ripped through lines of defense easily, and agents kept dying in the incoming attack. Anguish spit out her acidic saliva and shot out tendrils that corrode everything in contact. The agents shot at her with sonic blasters and flamethrowers, but they didn't work. At last, only Black Widow and two agents remain standing. "Why won't the host inside be corroded by the symbiote?" Black Widow asked out of curiosity." "Well, whoever inside must be a compatible host, or else she would have died already." Answered Agent Mavis, the agent standing next to her. Suddenly, the wall next to them collapsed, and Anguish came into the room. The agents then turned their heads, facing Anguish.

Anguish said, "Well, well, well. It's Black Widow with her fellow comrades. Too bad, I'm going to destroy all of you." She sent out two tendrils and killed two agents, one of them male and the other, female. Black Widow yelled," Agent Thomas! Agent Mavis! Are you alright?" There were no answer. "Oh my god, I am the one who was left." She ran into a room and shut the door. It was a huge blast door. Anguish hit it with her hands, and it started to melt. "We need help, please send in as many personnel as you can." Black Widow asked for support to a nearby SHIELD base, T33. Anguish finally broke through the door. She sent two tendrils towards Black Widow and it impaled her on the stomach and her shoulder.

Black Widow asked herself in her heart," How can I survive this slaughter?" She recalled her memories, trying to find out a clue, then she came up with an idea. "Just hope that I'm a compatible host." She whispered to herself.

She took off her black skintight catsuit and her utility belt, and commanded," Leave the host. I will be your next host."

* * *

Wow, Black Widow with a silvery symbiote. That's new. Also, Cletus Kasady came into the show! What will happen next?


	7. Chapter 7

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 7

Black Widow said to Anguish once more," Leave the host. I will be your next host."

The symbiote was attracted by Black Widow's body. Its curves, its breasts, its ass… they all looked very nice. Soon, the silvery symbiote latched itself on the ground, and progressively loosening itself off Gwen Stacy. It animalistically travelled to the floor through her legs and formed a big puddle of symbiotic mass, while revealing Gwen's naked body.

The puddle moved towards Black Widow, and it reached out a few tendrils, they latched themselves on the legs and travel upwards. Black Widow at first shut her eyes and waiting for her to be corroded by the symbiote, but what she felt was pleasure and a soothing sensation.

Gwen Stacy, realizing that the symbiote was leaving her, threw herself frantically into the puddle of symbiotic goop, but the symbiote simply ignored her, as there was an even better host. The tendrils soon reached the vagina and the ass of Black Widow, some of them bored right through the holes and entered the woman's body, while the other parts of the symbiote continued to overtake Black Widow's outer parts. The symbiotic goo was advancing into the uterus of her and they travelled upwards through her bloodstream. It was an immense pleasure for Black Widow, but she was trying to resist its mind control, not to become a monster. On the outer parts of her body, the symbiote reached her breasts and coated them with itself, while caressing them tenderly. The silvery ooze also latched itself onto the woman's pale skin on her back and when it arrived to Black Widow's neck, she reached to her utility belt and pulled out a tranquilizing dart, and she jabbed it with all her might onto her thigh. She then felt unconscious.

After a while, three teams of agents arrived, there they saw a naked woman on the floor and Black Widow with a silvery skintight suit. They put Black Widow into a pod and took Gwen Stacy into custody. The agents put the pod and Gwen into a truck and they set off to SHIELD base T33.

At the meanwhile, on the rooftop of a house, Cletus Kasady was fucking with Black Cat, and Black Cat tried to resist him. She scratched the man with her fingernails, but Cletus managed to overpower her. He forced her on the ground and grabbed the woman's breasts and bit them with his teeth. Just then, the black symbiote came behind him and latched itself on his clothes. "What… what the fuck is this?!" Cletus cried, but the symbiote continued the bonding. It shredded all of his clothes and upon contact with his scratch on his arm, the symbiote became blood red. It reached to all parts of his body and soon, it covered most parts of his body. The symbiote then closed up on his nostrils and throat, turning his hands into claws and his mouth into a large fanged maw. The creature then screamed," I AM CARNAGE!" He then reached towards Black Cat and stabbed her. Black Cat then fell onto the floor, dead before hitting the ground.

He then reached down onto the street and started killing everyone he saw.

After killing the 134th human, a team of SHIELD agents arrived. They were armed with flamethrowers and sonic blasters. They easily defeated him and sent him to a SHIELD base, T33. They also put the symbiote into a container, and they transported them into the SHIELD lab, which was inside base T33 as well.

When Cletus woke up, he found himself in a cell, separated with his symbiote. He was now naked. He looked around and found that a naked woman was also there as well. He greeted her and he found out she was Gwen Stacy, a convicted serial killer. Gwen also recognized him as well, as they both found themselves appeared on the news.

"Wow, it's a pleasure to share a room with you, Cletus. You look amazing." Gwen said.

"I don't know you are such a beautiful lady. Come on, we shall have to make a plan to leave the cell, so we can continue our killing spree. Let's be partners." Cletus replied.

"Well, before we start killing other people, let's have a deeper understanding between ourselves. It's crucial." Gwen said in a seductive tone. She then forced Cletus to lie on the ground and she started to rub her breasts onto Cletus's chest, when they both shared a compassionate kiss. Then, Cletus kissed Gwen all over her body, while putting his penis into Gwen's vagina. She moaned in ecstasy while they were enjoying the session of sex.

Meanwhile, Black Widow and the silvery Anguish suit was being tested. After Black Widow woke up, she still found herself being entrapped in the skintight suit. It felt very pleasant, but she couldn't take it off. An agent walked towards her and said," Black Widow, the suit you were wearing, was a symbiote. You woke up, but the symbiote became dormant after you injected a tranquilizing dart onto it. This will act like a protective skintight suit. Although it couldn't be taken off, you could still control it with your mind. Take good care of it. You are allowed to leave now." Black Widow was amazed, and thought: Wow, that's new. A protective suit that can grant me with superpowers? Awesome!

Back to New York, Venom and She-Carnage went back to their home. They lay back on a sofa, and had a chat.

"Hey, She-Carnage, I have something to talk to you."

"Bring it up, my lover." She-Carnage smiled.

Venom took out a diamond ring and said," She-Carnage, will you accept this? Can you make me the happiest man in the world?"

She-Carnage was speechless. She was indeed, really touched by Venom. At last, she answered," Yes, of course. But remember, stop flirting with other women gain. You already have me."

Venom was delighted. He threw himself on top of She-Carnage and shared a long kiss.

On the other hand, back to base T33, a SHIELD agent dropped the jar of the Carnage symbiote. He said," Uh oh." And what he saw a second later was darkness as the symbiote bit his head off with its maws. It then reached out, looking for his former host.


	8. Chapter 8

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 8

In base T33 of SHIELD, the Carnage symbiote escaped and left the room, seeking his former host, and he slithered on the ground. He didn't know the way to Cletus' cell, so he decided to return to the room, waiting for his chance.

Before long, a female agent from the base entered the room and spotted the corpse of the scientist who accidentally released the Carnage symbiote. She was scared, and the symbiote lunged onto the woman and bonded with her. It grabbed on her face, as the symbiote entered her throat, and into her body, making her powerful, and the woman felt pleasure as the ooze augmented her body, making her sexy. The symbiote slithered inside her suit as well, giving her a red-and-black colored skin. Her black gloves were ripped apart as her gloves turn into claws, and she looked like a woman with her skin colored red-and-black and in a standard female SHIELD skintight uniform.

The symbiote talked to her mind: Bring me to Cletus, girl. Your name's Foley, right?

She obeyed and entered the cell which contained Cletus and Gwen. The symbiote then de-attached from her skin, and slithered away from her skin, and the biomass stretched out a tentacle that opened the cell, releasing the two villains. It then protruded two tentacles, ready to kill Agent Foley. Just then, Cletus yelled," Stop, Carnage!" The symbiote locked the door, trapping the agent, itself, and the two villains in the cell. It took out the surveillance camera as well, and bonded to Cletus. He then said to Gwen," Looks like we now have a sex slave!" Gwen giggled, and Carnage grinned evilly. He ripped the agent's clothes apart, and forced her on the floor. He then started to rape Foley, and forced his symbiotic dick inside her, and rode on her insanely. The agent howled in pain, and Carnage even put his clawed hands on Foley's breasts, scratching them, and her left breast exploded, with her breast milk and blood flying everywhere. Foley screamed in extreme agony. Carnage let go of Foley, and said to Gwen," You used a symbiote before, right? This is going to be different of your previous one, but I think it still work the same." Cletus walked out of the suit, but the ooze skill kept standing, and Gwen walked into the place where Cletus should be when he was Carnage. The suit closed back up and she was now She-Carnage. She knelt down on Foley and cackled to her, and she asked the agent to lick her pussy.

The agent seemed to be very good at sex apparently, because after licking She-Carnage's pussy for after 5 seconds, she started to orgasm. "Ah! Yes! LICK HARDER! AHHHHHH! AHHHHHH!" She screamed in pleasure, and she started to cum purple goop all around the place.

The symbiote soon returned to Cletus, and he forced Gwen onto a wall. "I actually love you, Gwen. You are good-looking, sexy, attractive, and most importantly, you are a sadist and you love murder! I will give you my present, so you can be my girlfriend." He started kissing her passionately and his hands holding her breasts (Gently, this time), and Gwen put her hands on Carnage's waist. Carnage then put his cock inside her crouch, and Carnage spawned. He held Gwen's arm and some violet-and-black colored goop climbed on top of her, slowly enveloping her, and she yelled in ecstasy as the alien goop merged with her bodily fluids, and she was now in a skintight black-and-violet colored skintight suit, with clawed hands and maw, also two large teardrop-shaped eyes. She put her hands seductively on Carnage's arm, and said," Well, aren't we a pair of good-looking couple? Anguish now takes on a new look; I am the new Anguish!"

They looked at Foley again." Well you survived for a long time too, slave. Now we are leaving! Ha!" Carnage said. He and Anguish then left the room.

But unknown to him, he had left another seed behind too, and it was also identical to Anguish. It slithered towards Foley, and…

The symbiotic lovers left the base, and outside they saw Venom and She-Carnage.

"Well, well, well. It seems like there is another pair of symbiotic lovers. You guys wanna take down the Earth, or help protecting it?" Carnage said.

"My wife's pregnant after fucking with me. She is not available in fighting. Also, of course I want to take down the Earth. Mind to work together?" Venom replied.

"Deal." They both shook hands, and the four of them were crime partners.

Anguish walked towards Venom and revealed her face. Peter was very surprised," Oh you are Gwen! You are now Cletus' girlfriend, right?"

"Yep." Gwen smiled to him before retracting her mask, "Care to show me your wife's identity?"

She-Carnage had her mask retracted until her neck, revealing her identity.

"Oh, your wife's Mary Jane Watson, that model. Good to have such an attractive wife' huh? I think she is pretty good-fucking, especially when she has such a sexy symbiote." Anguish said.

"Quite a hottie, Peter." Carnage added.

"She won't be able to fight now, and SHIELD is going to send superheroes to kill us. Also, they managed to heal Captain America, and he vowed to kill us. They recruited some supervillains to kill us as well. They will be here very soon. Care to help us?" Venom said.

"Of course, we won't want to let the symbiotes go extinct. Also, my girlfriend needs to test out her new powers too!" Carnage agreed to Venom.

She-Carnage shook hands with Anguish, and Anguish said," Be careful! I heard a large team of people coming!"

They all raised their alert, and they killed everyone in T33 base.

"We will settle down here." Carnage said. Venom found a bed for She-Carnage, and she lay down there. "Uggh!" She-Carnage retracted her mask. She said," I think I'm about to give birth." Anguish said," I will take care of your wife! Come on, go help my boyfriend, we have to defeat our attackers!"

Venom and Carnage reached the main door. There they saw about fifty superheroes and supervillains out there, blocking their escape. Captain America, after looking at the two symbiotes, yelled at the microphone," CHARGE! GET THEM ALL!"

* * *

Well, MJ and Peter married, and MJ's pregnant! Let's see what happens next, symbiotes vs superheroes/supervillains teamed up!


	9. Chapter 9 (Final Chapter)

**Disclaimer: I don't own these characters. They are all Marvel's properties. Thanks!**

Chapter 9

Back in Base T33, Agent Foley hid herself in a secret room, and after being raped by Carnage, she was very exhausted and she lay down on the floor. Suddenly, she felt something sticky touched her legs, and she started to scream as the gooey substance traveled up on her. Her body was mutilated, and bones were poking out at random places, and a part of her chest became a large gaping hole, and internal organs could be seen outside. She felt extreme pain as the substance went inside her chest, filling up her gaps, but soon after she felt the pain greatly reduced, and she slowly drifted off into a coma, while the new white-colored symbiote merged with her.

Venom and the other symbiotes were in the main hall of the base, and an army of superhumans rushed to stop them. After Captain America gave the order to terminate the symbiotes, the battle began.

Doctor Octopus, Wasp, Hulk and She-Hulk attacked Venom. He pulled out a tentacle from the Doctor and bludgeoned the Wasp, and she fell down to her knees. She-Hulk and her cousin rushed forwards, and Venom sent out tendrils through the Hulk's mouths and they pierced through their skins from the inside out and ruptured all their organs. After finishing off the four superhumans, Elektra, Electro, Rhino and Sue Storm rushed forwards to fight him.

At the meanwhile, Carnage was battling Amora the Enchantress, Shocker, Hawkeye, Scarlet Witch, Luke Cage were fighting with Carnage. He turned his hands into two oversized axes, and he swung them onto Shocker, and he was cut in halves. He then shot out tendrils at the Scarlet Witch and she was killed when one of them punctured her heart. Amora fall back, but her head was bit off by Carnage when he rushed forwards and blocked her escape. He then launched a wave of symbiotic mass at Luke Cage and Hawkeye, and they were drowned in the black-and-red biomass.

MJ was giving birth, and she was clutching at the bed, trying to force the baby out by using her strength. Her entire symbiote devoted its healing powers at her uterus, rapidly regenerating her. Anguish was by her side, turning a part of her symbiote into a mass of tendrils that gently pulled the baby out, and soon, the baby was born, and it was also covered with a new symbiote as well, which was completely purple in color. Anguish held the baby and looked after it in another room. MJ was pale at first, but soon recovered as the symbiote healed her.

Loki, at the meantime, opened a portal and he transported himself into the base, and he thought: Maybe I could capture their wives, so they might surrender. He crept behind and showed up at MJ's room, and he launched a sonic attack at her, forcing the symbiote back into her body.

"Well, are you Mary Jane Watson, also known as She-Carnage? Let me have a look at you, and I will bring you back to the people who hired me." Loki walked towards the naked MJ, and he tried to rape her. MJ screamed.

Anguish heard MJ's scream and she whizzed into the room, and launched her symbiote onto Loki, and forced him on the wall. Loki was struggling, but he was stuck in the entangling mass of the violet-and-black colored Anguish symbiote. MJ recovered from the sonic attack and summoned her symbiote again, and as She-Carnage's form, she immediately decapitated Loki's head, and she commented," Only my husband can have sex with me, you son of a bitch!"

Venom and Carnage managed to defeat most of the attackers, and Captain America escaped with another few superhumans. They reunited with their wives, and they decided to name the child May Parker, and her symbiote Agony.

Peter, seeing the child of his, his love made the Venom symbiote feel touched, and it managed to have a truce with the good side of Peter, and he decided to keep the symbiote, only if it wouldn't make him kill. Carnage was also influenced by the attitude of Peter's and they decided to move into a deserted island, where they wouldn't bother anyone, and no one would bother them.

Agent Foley, after bonded with the symbiote, named herself Anti-Venom. She sent a part of her symbiote to the SHIELD laboratory, and they managed to make a clone of it, and the design of the new symbiotic suit was similar to Venom, and they gave the suit to a SHIELD agent, Flash Thompson and he was then known as Agent Venom.

Black Widow also found that Captain America was a compatible host of her symbiote, and her symbiotic offspring chose him as a new host, and both suits were identical. The two superhumans eventually fell in love after they found out there were so many identical features they both shared.

At least, there were no more evil symbiotes in the world that wanted to kill humans anymore, and the human and symbiote kinds continued to strife in their areas.

THE END

* * *

Well, apparently, this IS a good ending. It has been a lot of fun writing this story. May start another sequel talking about what happened later. Hope you guys enjoy the story.

Maybe I shall talk about the daughter of Venom and She-Carnage next time :)

See you guys later!


End file.
